The Asset Contribution Sample Clauses

The Asset Contribution. (a) Effective as of the Closing (as defined in Section 1.3 hereof), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") Verizon shall, or shall cause one or more of its Subsidiaries to, (A) contribute to Parent cash in an amount equal to $800 million less (i) the aggregate principal amount of the Debt Financing and the Preferred Financing outstanding as of the Closing Date (as defined below) and (ii) any accrued and unpaid interest and dividends thereon through such date, and subject to adjustment pursuant to Sections 1.1(g) and 1.1(h) hereof (the "Cash Amount"), and (B) sell, convey, assign, transfer and deliver to Parent all of the right, title and interest of Verizon and its Subsidiaries in and to all of the business, assets, properties, rights and interests (of whatever kind and nature, real or personal, tangible or intangible), other than the Excluded Verizon Assets (as defined below), that are owned, held or used by Verizon and/or any of its Subsidiaries on the Closing Date (as defined below) and relate exclusively to or are used exclusively by Verizon or its Subsidiaries in connection with, the Verizon DSL Business (collectively, the "Verizon DSL Assets"). Subject to Section 1.1(b) hereof, it is agreed and understood that the Verizon DSL Assets shall include the following:
Sample 1Sample 2
AutoNDA by SimpleDocs
The Asset Contribution. Upon the effectiveness of this Agreement, B&W shall contribute, assign, convey, transfer and deliver to B&W Opco, and B&W Opco shall acquire and accept from B&W, all right, title and interest of B&W in and to the Contributed Assets. B&W Opco has previously issued to B&W 100 fully paid and nonassessable shares of B&W Opco Common Stock, representing all of the outstanding capital stock of B&W Opco.
Sample 1
The Asset Contribution. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, EQT Gathering shall contribute, transfer, assign and convey all of EQT Gathering’s right, title and interest in and to the Jupiter Assets to EQM Gathering Opco, free and clear of all Liens other than Permitted Liens, and EQM Gathering Opco shall acquire the Jupiter Assets from EQT Gathering.
Sample 1
The Asset Contribution. 2 Section 1.2
Sample 1
The Asset Contribution 
Sample 1Sample 2

Related to The Asset Contribution

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • Defined Contribution Plan The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Tax Credit for Contributions You may be eligible to receive a tax credit for your IRA contributions. This credit will be allowed in addition to any tax deduction that may apply, and may not exceed $1,000 in a given year. You may be eligible for this tax credit if you are • age 18 or older as of the close of the taxable year, • not a dependent of another taxpayer, and • not a full-time student. The credit is based upon your income (see chart below), and will range from 0 to 50 percent of eligible contributions. In order to determine the amount of your contributions, add all of the contributions made to your IRA and reduce these contributions by any distributions that you have taken during the testing period. The testing period begins two years prior to the year for which the credit is sought and ends on the tax return due date (including extensions) for the year for which the credit is sought. In order to determine your tax credit, multiply the applicable percentage from the chart below by the amount of your contributions that do not exceed $2,000. *Adjusted gross income (AGI) includes foreign earned income and income from Guam, America Samoa, North Mariana Islands, and Puerto Rico. AGI limits are subject to cost-of-living adjustments each year.

  • District Contribution Effective January 1, 2019:

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Campaign Contributions The CONTRACTOR is hereby notified of the applicability of 11-355, HRS, which states that campaign contributions are prohibited from specified state or county government contractors during the terms of their contracts if the contractors are paid with funds appropriated by a legislative body.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04. PART I. [OPTIONS (a) THROUGH (d)].

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • Retirement Contribution 1. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay its cost of the 6.5% or 7.5% retirement contribution for employees in the bargaining unit who are covered under special Law Enforcement retirement plans. 2. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay the cost of the 6.5% or 7.5% retirement contribution for employees in the following classifications.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!